Expertise

Corporate & M&A

We advise on corporate structures and transactions across the UAE: onshore, more than forty free zones, and the common-law centres of DIFC and ADGM. Most structuring mistakes are made on day one and discovered years later in due diligence; our work is to make sure neither happens to you.

Because SOVA is licensed both as legal consultants and as corporate service providers, we take structures through to registered, licensed and banked reality, and maintain them afterwards.

Services

Incorporation and licensing onshore, in the free zones, DIFC and ADGM;
Group and holding structures, reorganisations and redomiciliation;
Shareholders' agreements, board mechanics and reserved matters;
M&A transactions end to end: term sheet, due diligence, transaction documents, completion and the post-completion period;
Joint ventures, deadlock and exit arrangements;
Corporate governance systems and ongoing corporate maintenance;
Legal due diligence of companies and assets.

Startups

We set companies up properly the first time, in the right place: an honest comparison of onshore, the free zones, ADGM and DIFC against what the business actually needs, not against a fee schedule.

On the funding side we act for founders on SAFEs, convertible instruments and priced rounds. We have closed more than ten SAFE rounds for a single client at a valuation above USD 20m.

Services

Choice of jurisdiction and incorporation through to a bank account;
Founder arrangements: vesting, leaver provisions, corporate documents drafted for the company's future;
Assignment of intellectual property from founders and developers to the company;
Employee option plans that work in the chosen regime;
SAFEs, convertible instruments and priced rounds: term sheet negotiation, subscription documents, amended articles;
Preparing the company and the data room for investor due diligence.

Commercial

We draft, review and negotiate the agreements a business runs on, in English and Russian, under UAE federal law and under English-law instruments where the deal sits in DIFC, ADGM or offshore.

The test we apply to every clause: what happens when the relationship goes wrong, and who is holding the risk when it does.

Services

Supply, distribution, agency, franchising, licensing, services, manufacturing and logistics agreements;
General terms, purchase order flows and service levels;
Structuring around the federal commercial agency regime before it becomes a problem;
Honest assessment of strained relationships: what the contract permits, what asserting it costs, and whether a better route exists;
Contract templates, standard terms and contracting policies;
Support for contract performance where circumstances have changed.

Real Estate & Construction

Our managing partner was legal director on a resort development of approximately USD 2.8bn, including a USD 1.9bn public-private partnership and 500 land plots across 860 hectares. Development work is where a substantial part of this firm's experience was formed.

Who should own the property is a separate question from who should buy it, and it is worth answering first: we design the purchase and the succession plan as one decision, together with our private wealth practice.

Services

Project structuring, joint ventures and special purpose vehicles for developers and investors;
Land and plot matters, construction and consultancy contracts, permits and approvals;
Review and renegotiation of off-plan sale and purchase agreements;
Completion, handover, snagging and the disputes that follow delay;
Commercial and residential leases and tenancy disputes;
Holding structures for property: personal, corporate, ADGM and DIFC vehicles, foundations;
Decennial liability planning before the first contract is signed.

Private Wealth & Family Offices

Wealth that crosses borders is governed by laws that do not. The purpose of planning is that the family's intentions survive the moment they can no longer be explained.

For family offices we act as standing counsel: transactions, property, staff and the steady flow of documents a family's affairs generate.

Services

ADGM and DIFC foundations, by-laws and beneficiary protection arrangements;
Holding companies and family constitutions;
Succession planning in parallel across jurisdictions: wills, forced heirship, the interaction of UAE law with the law of the family's other home;
Relocating a family's affairs to the UAE with substance, banking and reporting done properly;
Standing counsel for family offices;
Structures engineered to withstand banking compliance review.

Arbitration

The first thing we provide is an assessment: the strength of the position, the cost of asserting it, and whether the commercial outcome you actually want is better reached another way.

We have resolved a corporate deadlock that had blocked critical transactions and prevented approximately USD 19m in losses through negotiation and litigation management.

Services

Commercial and shareholder disputes in DIAC, LCIA, ICC and DIFC- and ADGM-seated references;
Shareholder conflict: deadlock, exit, minority oppression, enforcement of shareholders' agreements;
Pre-dispute strategy, correspondence, negotiation, mediation and settlement;
Conduct of the reference from pleadings and evidence through hearing to award;
Work alongside licensed advocates where onshore rights of audience are required;
Dispute resolution clauses drafted as carefully as the commercial terms.

Compliance & Regulatory

Compliance in this region is operational infrastructure, and its absence is discovered at the worst possible moment: during onboarding, during diligence, or when a payment stops.

Our bench includes counsel who has advised multinationals and financial institutions across the US, EU and UK, and a managing partner who built the compliance function of a 6,000-employee group through a New York listing.

Services

Anti-corruption programmes under the FCPA and the UK Bribery Act;
Sanctions compliance across the OFAC, EU, UK and UN regimes, including the G7 and EU oil price cap;
Export controls, AML frameworks and third-party risk management;
Sanctions risk assessments and transaction screening;
Compliance due diligence on acquisitions;
Internal investigations;
Design of sanctions-compliant supply chains and banking-grade compliance documentation.

Employment

Three employment regimes operate side by side in this country: federal law, the DIFC Employment Law and the ADGM Employment Regulations. They diverge exactly where it costs money, and the differences surface at exit.

Where a deal or a restructuring turns on people rather than paper, we bring in our own people adviser rather than sending the client elsewhere.

Services

Employment and consultancy agreements, secondments, handbooks and policies;
Management incentives, including option and phantom arrangements that survive an exit;
Terminations and settlement agreements planned before the conversation happens;
Senior-executive exits and directorship services arrangements;
Employment disputes;
The people side of transactions: organisational design, retention, workforce reduction done properly.

Technology & IP

A brand, a codebase and a database are usually a young company's most valuable assets and its worst-documented ones. The classic discovery, made mid-diligence, is that the developers own the product.

We negotiate platform agreements with counterparties considerably larger than our clients, and we say plainly which parts of this field are core to our practice and which are not.

Services

SaaS terms, licensing, development and integration contracts, platform, marketplace and API terms;
Trademark registration and management in the UAE, coordinated filings across the GCC and beyond;
Assignments, licences, franchise packages and IP schedules in larger transactions;
Founder-to-company IP assignment, fixed before an investor finds it;
Opposition strategy, cease-and-desist correspondence and marketplace takedowns;
The regulatory perimeter of virtual assets and payments: VARA, DIFC and ADGM regimes.

Data & AI Regulation

The UAE has had a personal data protection law since 2022. What changed is the machinery: with a federal authority for AI and data now in place, the probability of being asked about your obligations rose sharply.

We take organisations to a defensible baseline in the order that actually works, and we treat cross-border transfers with particular care: no adequacy determinations have been published.

Services

Scoping entity by entity across onshore, DIFC and ADGM regimes;
Data mapping and the record of processing;
Lawful bases, DPO assessment, data subject rights and breach procedures;
Impact assessments and cross-border transfer mechanisms;
Personal data documentation for websites and products;
AI governance: training data provenance, automated decision-making, transparency, contractual allocation of risk with model providers.

Tax

Corporate tax structuring and compliance, transfer pricing, VAT, private clients and tax residence, and the prevention and resolution of disputes with the Federal Tax Authority, including registrations, filings, private clarifications and Qualifying Free Zone Person analysis.

We run the tax practice together with Willow Tax & Legal.

Willow Tax & Legal ↗

Practices

Corporate & M&A

Startups

Commercial

Real Estate & Construction

Private Wealth & Family Offices

Arbitration

Compliance & Regulatory

Employment

Technology & IP

Data & AI Regulation

Tax

Industries

Retail & E-commerce

Fashion

Hospitality & F&B

Technology & Platforms

Real Estate & Construction

Family Offices